EXHIBIT (h)(5)
SUPPLEMENTAL LETTER AGREEMENT REGARDING FUND ACCOUNTING SERVICING AGREEMENT
The purpose of this letter is to confirm that Xxxxx Associates, Inc.,
the investment adviser to The Xxxxx Growth Fund, Inc. and the various series of
Xxxxx Funds, Inc. and American Eagle Funds, Inc. (each a "Fund"), does not
presently intend to seek alternative service providers for the Funds with
respect to the services currently provided to the Funds by U.S. Bancorp Fund
Services, LLC. However, please note that Xxxxx Associates and The Board of
Directors of the Funds reserve the right, in the exercise of their fiduciary
responsibilities to the Funds, to take whatever action they may deem necessary
or desirable in the interests of the Funds and their shareholders, including
seeking and engaging alternative service providers to the Funds at any time.
However, if the Funds elect to terminate any of their existing servicing
agreements with USBFS effective a date prior to October 1, 2004, other than
pursuant to the exercise of their fiduciary responsibilities by Xxxxx Associates
or the Board of Directors of the Funds, each of the Funds will pay USBFS its
share of the fees for all services through September 30, 2004 and its share of
an additional amount of $281,987, which represents the annual fee discount USBFS
has agreed to provide to the Funds for all services through that date.
XXXXX FUNDS, INC. XXXXX ASSOCIATES, INC.
By: ____________________ By: ____________________
XXXXX GROWTH FUND INC.
By: ____________________
AMERICAN EAGLE FUNDS, INC.
By: ____________________
